EXHIBIT 10.32
STANDARD FORM
MULTI-TENANCY INDUSTRIAL LEASE
(TRIPLE NET)
1. BASIC LEASE TERMS
A. DATE OF LEASE: June 1, 1994
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B. TENANT: Wincup Holdings, Incorporated, a Delaware Corporation
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Trade name: Wincup Holdings
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Address (Leased Premises): 0000 X. Xxxxxxxx, Xxxxxxx, XX 00000
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___________________________________________ Building/Unit:3/2093
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Address (For Notices): 0000 X. Xxxxxxx Xxxx
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Xxxxxxx, XX 00000
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C. LANDLORD: CK Airpark Associates, a California Limited Partnership
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Address (For Notices): c/o The Xxxxxx Company
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0000 X. 00xx Xxxxxx, Xxxxx 000
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Xxxxxxx, XX 00000
D. TENANT'S USE OF PREMISES: general office and warehouse for the
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fabrication, repair and storage of
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styroproduct equipment.
E. PREMISES AREA: 12,174 square feet Rentable Square Feet
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63,094 building S.F. Prorata share 19%
F. PROJECT AREA: *358,552 project S.F. Prorata share 3% Square Feet
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*Project square footage subject to change
G. TERM OF LEASE: Commencement June 1, 1994 Expiration May 31, 1999
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Number of Months 60
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H. BASE MONTHLY RENT:$ 3,165.25 plus applicable tax
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Tenant pays prorata share of real
I. RENT ADJUSTMENT (Initial One): estate taxes, insurance and operating
expenses up to a maximum of $.10 per
square feet per month for 1994.
(A)
(1) Cost of Living. If this provision is initialed, the
cost of living provisions of section 4.b(1) apply.
(2) Step Increase. If this provision is Initialed, the
step adjustment provisions of Section 4.b(2) apply
as follows:
Effective Date of New Base
Rent Increase Monthly Rent
June 1, 1997 $ 3,408.72
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----------, 19-- $----------
----------, 19-- $----------
----------, 19-- $----------
----------, 19-- $----------
J. PREPAID RENT. $ 3,165.25 plus applicable tax
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K. SECURITY DEPOSIT: $ 3,262.64 NON-REFUNDABLE CLEANING FEE: $ 125.00
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L. BROKER(S)
CB Commercial
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_____________________________________________________________________
M. GUARANTOR(S):
N/A
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_____________________________________________________________________
N. ADDITIONAL SECTIONS
Additional sections of this lease numbered 29 through ------ are
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attached hereto and made a part hereof. If none, so state in the
following space ---------.
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O. ADDITIONAL EXHIBITS
Additional exhibits lettered D through E are attached hereto and made
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a part hereof. If none, so state in the following space ---------.
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(A) Controllable operating expenses, excluding property taxes and
insurance, shall not exceed a 5% increase from the previous year.
2. PREMISES. Landlord leases to Tenants the premises described in section 1 and
Exhibit A (the "Premises"), located in this project described on Exhibit B
(the "Project"). By entry on the Premises, Tenant acknowledges that it has
examined the Premises and accepts the Premises in their present condition,
subject to any additional work Landlord has agreed to do. Tenant represents
and warrants that it agrees with the square footage specified for the
Premises in Section 1 and will not hereafter challenge such determination
and agreement.
3. TERM. The term of this lease is for the period set forth in Section 1,
commencing on the date in Section 1. If Landlord, for any reason, cannot
deliver possession of the Premises to Tenant upon commencement of the term,
this Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting from such delay. In that event
however, there shall be a rent abatement covering the period between the
commencement of the term and the time where Landlord delivers possession to
Tenant, and all other terms and conditions of this Lease shall remain in
full force and effect provided, however, that if Landlord cannot deliver
possession of the Premises to Tenant, this Lease shall be void. If a delay
in possession is caused by Tenant's failure to perform any obligation in
accordance with this Lease, the term shall commence as set forth in Section
1 and there shall be no reduction of rent between the commencement of the
term and the time Tenant takes possession.
4. RENT
a. Base Rent. Tenant shall pay Landlord monthly base rent in the initial
amount in Section 1 which shall be payable monthly in advance on the
first day of each and every calendar month ("Base Monthly Rent")
provided, however, the first month's rent is due and payable upon
execution of this Lease. If the term of this Lease contains any rental
abatement period, Tenant hereby agrees that if Tenant breaches the Lease
and/or abandons the Premises before the end of the Lease term, or if
Tenant's right to possession is terminated by Landlord because of
Tenant's breach of the Lease, Landlord shall, at its option, (1) void
the rental abatement period; and (2) recover from Tenant. In addition to
any damages due Landlord under the terms and conditions of the Lease,
rent prorated for the entirety of the rental abatement period at a
rental rate equivalent to two(2) times the Base Monthly rent.
For purposes of Section 467 of the Internal Revenue Code, the parties to
this Lease hereby agree to allocate the stated rents, provided herein,
to the periods which correspond to the actual rent payments as provided
under the terms and conditions of this agreement.
b. Rent Adjustment.
1) Cost of Living Adjustment. If Section 1.1(1) is initialed, the Base
Monthly Rent shall be subject to increase on each annual anniversary of
the commencement of the term of this Lease. The base for computing the
increase is the Consumer Price Index All Urban Consumers U.S. City
Average (1982-84=100), published by the United States Department of
Labor, Bureau of Labor Statistics ("Index"), which is in effect on the
ninetieth (90th) day preceding the date of the commencement of the term
("Beginning Index"). The Index published and in effect on the ninetieth
(90th) day preceding each anniversary of the term of this Lease
("Extension Index") is to be used in determining the amount of the
increase from one year to the next. Beginning with the rent due on and
after the first anniversary the Base Monthly Rent shall be increased to
equal the product achieved by multiplying the full Base Monthly Rent
due with respect to the month immediately preceding such anniversary
date by a fraction. On the first anniversary of the Commencement Date,
the numerator of the fraction will be the Extension Index and the
denominator will be the Beginning Index. On the second and any
subsequent anniversaries of the Commencement Date, the numerator of the
fraction will be the current Extension Index and the denominator will
be the Extension Index used to calculate the previous year's rental
increase. If there is a decline from one lease year to the next in the
Extension Index, the monthly rent due during the subsequent lease year
shall equal the monthly rent due during the then present lease year.
If the Index is changed so that the base year differs from that in
effect when the term commences, the Index shall be converted in
accordance with the conversion factor published by the United States
Department of Labor, Bureau of Labor Statistics. If the Index is
discontinued or revised during the term, such other government index or
computation with which it is replaced shall be used in order to obtain
substantially the same result as would be obtained if the Index had not
been discontinued or revised.
2) Step Increase. If Section 1.i.(2) is initialed. Base Monthly Rent shall
be increased periodically to the amounts and at the times set forth in
Section 1.i.(2).
c. Expenses. The purpose of this Section 4.c is to ensure that Tenant bears
a share of all Expenses related to the use, maintenance, ownership,
repair or replacement, and insurance of the Project. Accordingly,
beginning on the date Tenant takes possession of the Premises. Tenant
shall pay to Landlord, Tenant's Share (as defined below) of Expenses
related to the Project.
1) Expenses Defined. The term "Expenses" shall mean all costs and
expenses of the ownership, operation, maintenance, repair or
replacement, and insurance of the Project, including without
limitation, the following costs:
(a) All supplies, materials, labor, equipment, and utilities used
in or related to the operation and maintenance of the Project;
(b) All maintenance, management, janitorial, legal, accounting,
insurance, and service agreement costs related to the Project;
(c) All maintenance, replacement and repair costs relating to the
areas within or around the Project, including, without
limitation, air conditioning systems, sidewalks, landscaping,
service areas, driveways, parking areas (including resurfacing
and restriping parking areas), walkways, building exteriors
(including painting), signs and directories, repairing roofs,
walls, etc. These costs may be included either based on actual
expenditures or the use of an accounting reserve based on past
cost experience for the Project.
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(d) Amortization (along with reasonable financing charges) of
capital improvements made to the Project which may be
required by any government authority or which will improve
the operating efficiency of the Project (provided, however,
that the amount of such amortization for improvements not
mandated by government authority shall not exceed in any
year the amount of costs reasonably determined by Landlord
in its sole discretion to have been saved by the expenditure
either through the reduction or minimization of increases
which would have otherwise occurred).
(e) Real Property Taxes including all taxes, assessments
(general and special) and other impositions or charges which
may be taxed, charged, levied, assessed or imposed upon all
or any portion of or in relation to the Project or any
portion thereof, any leasehold estate in the Premises or
measured by rent from the Premises, including any increase
caused by the transfer, sale or encumbrance of the Project
or any portion thereof. "Real Property Taxes" shall also
include any form of assessment, levy, penalty, charge or tax
(other than estate, inheritance, net income, or franchise
taxes) imposed by any authority having a direct or indirect
power to tax or charge, including, without limitation, any
city, county, state federal or any improvement or other
district, whether such tax is (1) determined by the value of
the Project or the rent or other sums payable under this
Lease; (2) upon or with respect to any legal or equitable
interest of Landlord in the Project or any part thereof; (3)
upon this transaction or any document to which Tenant is a
party creating a transfer in any interest in the Project;
(4) in lieu of or as a direct substitute in whole or in part
of or in addition to any real property taxes on the Project;
(5) based on any parking spaces or parking facilities
provided in the Project; or (6) in consideration for
services, such as police protection, fire protection,
street, sidewalk and roadway maintenance, refuse removal or
other services that may be provided by any governmental or
quasi-governmental agency from time to time which were
formerly provided without charge or with less charge to
property owners or occupants.
2) ANNUAL ESTIMATE OF EXPENSES; TENANT'S SHARE. When Tenant takes
possession of the Premises, Landlord shall estimate Tenant's
share of Expenses for the remainder of the calendar year, and at
the commencement of each calendar year thereafter, Landlord shall
estimate Tenant's Share of Expenses for the coming year by
multiplying the estimated annual per square foot Project Expenses
by the Premises Area.
3) MONTHLY PAYMENT OF EXPENSES. Tenant shall pay to Landlord,
monthly in advance, as additional rent, one-twelfth (1/12) of the
Annual Estimate of Expenses beginning on the date Tenant takes
possession of the Premises. As soon as practical following each
calendar year, Landlord shall prepare an accounting of actual
Expenses incurred during the prior calendar year and such
accounting shall reflect Tenant's Share of Expenses. If the
additional rent paid by Tenant under this Section 4.c.3 during
the preceding calendar year was less than the actual amount of
Tenant's Share of Expenses, Landlord shall so notify Tenant and
Tenant shall pay such amount to Landlord within 30 days of
receipt of such notice. Such amount shall be deemed to have
accrued during the prior calendar year and shall be due and
payable from Tenant even though the term of this Lease has
expired or this Lease has been terminated prior to Tenant's
receipt of this notice. Tenant shall have thirty (30) days from
receipt of such notice to contest the amount due; failure to so
notify Landlord shall represent final determination of Tenant's
Share of expenses. If Tenant's payments were greater than the
actual amount, then such overpayment shall be credited by
Landlord to all present rent due under this Section 4.c.3.
4) RENT WITHOUT OFFSET AND LATE CHARGE. All rent shall be paid by
Tenant to Landlord monthly in advance on the first day of every
calendar month, at the address shown in Section 1, or such other
place as landlord may designate in writing from time to time. All
rent shall be paid without prior demand or notice and without any
deduction or offset whatsoever. All rent shall be paid in lawful
currency of the United States of America. Proration of rent due
for any partial month shall be calculated by dividing the number
of days in the month for which rent is due by the actual number
of days in that month and multiplying by the applicable monthly
rate. Tenant acknowledges that late payment by Tenant to Landlord
of any rent or other sums due under this Lease will cause
Landlord to incur costs not contemplated by this Lease, the exact
amount of such cost being extremely difficult and impracticable
to ascertain. Such costs include, without limitation, processing
and accounting charges and late charges that may be imposed on
Landlord by the terms of any encumbrance or note secured by the
Premises. Therefore, if any rent or other sum due from Tenant is
not received when due, Tenant shall pay to Landlord an additional
sum equal to 10% of such overdue payment. Landlord and Tenant
hereby agree that such late charge represents a fair and
reasonable estimate of the costs that Landlord will incur by
reason of any such late payment and that the late charge is in
addition to any and all remedies available to the Landlord and
that the assessment and/or collection of the late charge shall
not be deemed a waiver of any other default. Additionally, all
such delinquent rent or other sums, plus this late charge, shall
bear interest at the rate of 18 percent per annum. If the
interest rate specified in this Lease is higher than the rate
permitted by law, the interest rate is hereby decreased to the
maximum legal interest rate permitted by law. Any payments of any
kind returned for insufficient funds will be subject to an
additional handling charge of $25.00, and thereafter, Landlord
may require Tenant to pay all future payments of rent or other
sums due by money order or cashier's check.
5. PREPAID RENT. Upon the execution of this Lease, Tenant shall pay to
Landlord the prepaid rent set forth in Section 1, and if Tenant is not in
default of any provisions of this Lease, such prepaid rent shall be applied
toward the rent due for the last month of the term. Landlord's obligations
with respect to the prepaid rent are those of a debtor and not of a
trustee, and Landlord can commingle the prepaid rent with Landlord's
general funds. Landlord shall not be required to pay Tenant interest on the
prepaid rent. Landlord shall be entitled to immediately endorse and cash
Tenant's prepaid rent; however, such endorsement and cashing shall not
constitute Landlord's acceptance of this Lease. In the event Landlord does
not accept this Lease, Landlord shall return said prepaid rent
6. DEPOSIT. Upon execution of this Lease, Tenant shall deposit a security
deposit and a cleaning fee as set forth in Section 1 with Landlord. If
Tenant is in default, Landlord can use the security deposit or any portion
of it to cure the default or to compensate Landlord for any damages
sustained by Landlord resulting from Tenant's default. Upon demand, Tenant
shall immediately pay to Landlord a sum equal to the portion of the
security deposit expended or applied by Landlord to restore the security
deposit to its full amount. In no event will Tenant have the right to apply
any part of the security deposit to any rent or other sums due under this
Lease. If Tenant is not in default at the expiration or termination of this
Lease. Landlord shall return the security deposit to Tenant, and retain
the cleaning fee, which shall equal 10% of first months rent or $125
whichever is greater. Landlord's obligations with respect to the deposit
are those of a debtor and not of a trustee and
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Landlord can commingle the security deposit with Landlord's general funds.
Landlord shall not be required to pay Tenant interest on the deposit.
Landlord shall be entitled to immediately endorse and cash. Such
endorsement and cashing shall not constitute Landlord's acceptance of this
Lease. In the event Landlord does not accept this Lease, Landlord shall
return said prepaid deposit. Each time the Base Rent is increased, Tenant
shall deposit additional funds with Landlord sufficient to increase the
security deposit to an amount which bears the same relationship to the
adjusted Base Rent as the initial security deposit bore to the initial Base
Rent.
7. USE OF PREMISES AND PROJECT FACILITIES. Tenant shall use the Premises
solely for the purposes set forth in Section 1 and for no other purpose
without obtaining the prior written consent of Landlord. Tenant
acknowledges that neither Landlord nor any agent of Landlord has made any
representation or warranty with respect to the Premises or with respect to
the suitability of the Premises or the Project for the conduct of Tenant's
business, nor has Landlord agreed to undertake any modification, alteration
or improvement to the Premises or the Project, except as provided in
writing in this Lease. Tenant acknowledges that Landlord may from time to
time at its sole discretion, make such modifications, alterations,
deletions or improvements to the Project as Landlord may deem necessary
desirable, without compensation or notice to Tenant. Tenant shall promptly
comply with all laws, ordinances, orders and regulations affecting the
Premises and the Project, including, without limitation, any rules and
regulations that may be attached to this Lease and to any reasonable
modifications to these rules and regulations as Landlord may adopt from
time to time. Tenant shall not do or permit anything to be done in or about
the Premises or bring or keep anything in the Premises that will in any
increase the premiums paid by Landlord on its insurance related to the
Project or which will in any way increase the premiums for fire or casualty
insurance carried by other tenants in the Project. Tenant will not perform
any act or carry on any practices that may injure the Premises or the
Project; that may be a nuisance or menace to other tenants in the Project
or that shall in any way interfere with the quiet enjoyment of such other
tenants. Tenant shall not use the Premises for sleeping, washing clothes,
cooking or the preparation, manufacture or mixing of anything that might
emit any objectionable odor, noises, vibrations or lights onto such other
tenants. If sound insulation is required to muffle noise produced by Tenant
on the Premises, Tenant at its own cost shall provide all necessary
insulation. Tenant shall not do anything on the premises which will
overload any existing parking or service to the Premises. Pets and/or
animals of any type shall not be kept on the Premises.
8. EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE.
A. EMISSIONS. Tenant shall not:
1) Permit any vehicle on the premises to emit exhaust which is in
violation of any governmental law, rule, regulation or requirement:
2) Discharge, emit or permit to be discharged or emitted, any liquid,
solid or gaseous matter, or any combination thereof, into the
atmosphere, the ground or any body of water which matter, as
reasonable determined by Lessor or any governmental entity, does, or
may, pollute or contaminate the same, or is, or may become,
radioactive or does, or may, adversely affect the (a) health or
safety of persons, whenever located, whether on the Premises or
anywhere else, (b) condition, use or enjoyment of the Premises or any
other real or personal property, whether on the Premises or anywhere
else, or (c) Premises or any of the Improvements thereto or thereon
including buildings, foundations, pipes, utility lines, landscaping
or parking areas;
3) Produce, or permit to be produced, any intense glare, light or heat
except within an enclosed or screened area and then only in such
manner that the glare, light or heat shall not be discernible from
outside the Premises.
4) Create, or permit to be created, any sound pressure level which will
interere with the quiet enjoyment of any real property outside the
Premises, or which will create a nuisance or violate any governmental
law, rule, regulation or requirement.
5) Create or permit to be created, any ground vibration that is
discernible outside the Premises.
6) Transmit, receive or permit to be transmitted or received, any
electromagnetic, microwave or other radiation which is harmful or
hazardous to any person or property in, or about the Premises, or
anywhere else.
B. STORAGE AND USE.
1) Storage. Subject to the uses permitted and prohibited to Tenant under
this lease, Tenant shall store in appropriate leak proof containers
all solid, liquid or gaseous matter, or any combination thereof,
which matter, if discharged or emitted into the atmosphere, the
ground or any body of water, does or may (a) pollute or contaminate
the same, or (b) adversely affect the (i) health or safety of
persons, whether on the Premises or anywhere else, (ii) condition,
use or enjoyment of the Premises or any real or personal property,
whether on the Premises or anywhere else, or (iii) Premises or any of
the improvements thereto or thereon.
2) Use. In addition, without Landlord's prior written consent, Tenant
shall not use, store or permit to remain on the Premises any solid,
liquid or gaseous matter which is, or may become radioactive. If
Landlord does its consent, Tenant shall store the materials in such a
manner that no radioactivity will be detectable outside a designated
storage area and Tenant shall use the materials in such a manner that
(a) no real or personal property outside the designated storage area
shall become contaminated thereby or (b) there are and shall be no
adverse effects on the (i) health or safety of persons, whether on
the Premises or anywhere else. (ii) condition, use or enjoyment of
the Premises or any real or personal property thereon or therein, or
(iii) Premises or any of the improvements thereto or thereon.
c. DISPOSAL OF WASTE
1) Refuse Disposal. Tenant shall not keep any trash, garbage, waste
or other refuse on the Premises except in sanitary containers and
shall regularly and frequently remove same from the Premises.
Tenant shall keep all incinerators, containers or other equipment
used for storage or disposal of such materials in a clean and
sanitary condition.
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2) Sewage Disposal. Tenant shall properly dispose of all sanitary
sewage and shall not use the sewage disposal system (a) for the
disposal of anything except sanitary sewage or (b) excess of the
lesser amount (i) reasonably contemplated by the uses permitted
under this Lease or (ii) permitted by any governmental entity.
Tenant shall keep the sewage disposal system free of all
obstructions and in good operating condition.
3) Disposal of Other Waste. Tenant shall properly dispose of all
other waste or other matter delivered to, stored upon, located
upon or within, used on, or removed from, the Premises in such a
manner that it does not, and will not adversely affect the (a)
health or safety of persons, wherever located, whether on the
Premises or elsewhere, (b) condition, use or enjoyment of the
Premises or any other real or personal property, wherever located,
whether on the Premises or anywhere else, or (c) Premises or any
of the improvements thereto or thereon including buildings,
foundations, pipes, utility lines, landscaping or parking
areas.
D. INFORMATION. Tenant shall provide Landlord with any and all
information regarding hazardous or toxic materials in the Premises,
including copies of all filings and reports to governmental entities
at the time they are originated, and any other information requested
by Landlord. In the event of any accident, spill or other incident
involving hazardous or toxic matter, Tenant shall immediately report
the same to Landlord and supply Landlord with all information and
reports with respect to the same. All information described herein
shall be provided to Landlord regardless of any claim by Tenant that
it is confidential or privileged.
E. COMPLIANCE WITH LAW. Notwithstanding any other provision in this Lease
to the contrary. Tenant shall comply with all laws, statutes,
ordinances, regulations, rules and other governmental requirements in
complying with its obligations under this lease, and in particular,
relating to the storage, use and disposal of hazardous or toxic
matter.
F. INDEMNIFICATION. Tenant shall defend, indemnify and hold Landlord
harmless from any loss, claim, liability or expense including
attorneys' fees and costs, arising out of or in connection with its
failure to observe or comply with the provisions of this Lease.
9. SIGNAGE. All signing shall comply with rules and regulations set forth by
Landlord as may be modified from time to time. Current rules and
regulations relating to signs are described on Exhibit C. Tenant shall
place no window covering (e.g., shades, blinds, curtains, drapes, screens,
or tinting materials), stickers, signs, lettering, banners or advertising
or display material on or near exterior windows or doors if such materials
are visible from the exterior of the Premises, without Landlord's prior
written consent. Similarly, Tenant may not install any alarm boxes, foil
protection tape or other security equipment on the Premises without
Landlord's prior written consent. Any material violating this provision may
be destroyed by Landlord without compensation to Tenant.
10. PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes,
assessments, license fees and public charges levied assesed or imposed
upon its business operations as well as upon all trade fixtures, leasehold
improvements, merchandise and other personal property in or about the
Premises.
11. PARKING. Landlord grants to Tenant and Tenant's customers, suppliers,
employees and invitees, a non-exclusive license to use the designated
parking areas in the Project for the use of motor vehicles during the term
of this Lease. Landlord reserves the right at any time to grant similar
non-exclusive use to other tenants, to promulgate rules and regulations
relating to the use of such parking areas, including reasonable
restrictions on parking by tenants and employees, to designate specific
spaces for the use of any tenant, to make changes in the parking layout
from time to time, and to establish reasonable time limits on parking.
Overnight parking is prohibited and any vehicle violating this or any other
vehicle regulation adopted by Landlord is subject to removal at the owner's
expense.
12. UTILITIES. (Strike and initial clause which does not apply)
a. [struck out]
b. INDUSTRIAL SPACE. Tenant shall pay for all water, gas, heat, light,
power, sewer, electricity, telephone or other service metered,
chargeable or provided to the Premises. Landlord reserves the right
to install separate meters for any such utility and to charge Tenant
for the cost of such installation.
13. MAINTENANCE. Landlord shall maintain, in good condition, the structural
parts of the Premises, which shall include only the foundations, bearing
and exterior walls (excluding glass), subflooring and roof (excluding
skylights), the unexposed electrical, plumbing and sewerage systems,
including those portions of the systems lying outside the Premises, gutters
and downspouts on the Building and the heating, ventilating and air
conditioning system servicing the Premises; provided however, the cost of
all such maintenance shall be considered "Expenses" for purposes of Section
4.c. Except as provided above, Tenant shall maintain and repair the
Premises in good condition, including, without limitation, maintaining and
repairing all walls, storefronts, floors, ceilings, interior and exterior
doors, exterior and interior windows and fixtures and interior plumbing as
well as damage caused by Tenant, its agents, employees or invitees. Upon
expiration or termination of this Lease, Tenant shall surrender the
Premises to Landlord in the same condition as existed at the commencement
of the term, except for reasonable wear and tear or damage caused by fire
or other casualty for which Landlord has received all funds necessary for
restoration of the Premises from insurance proceeds.
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14. ALTERATIONS. Tenant shall not make any alterations to the Premises, or to
the Project, including any changes to the existing landscaping, without
Landlord's prior written consent. If Landlord gives its consent to such
alterations, Landlord may post notices in accordance with the laws of the
state in which the premises are located. Any alterations made shall remain
on and be surrendered with the Premises upon expiration or termination of
this Lease, except that Landlord may, within 30 days before or 30 days
after expiration of the term, elect to require Tenant to remove any
alterations which Tenant may have made to the Premises. If Landlord so
elects, at its own cost Tenant shall restore the Premises to the condition
designated by Landlord in its election, before the last day of the term or
within 30 days after notice of its election is given, whichever is
later.
Should Landlord consent in writing to Tenant's alteration of the Premises,
Tenant shall contract with a contractor approved by Landlord for the
construction of such alterations, shall secure all appropriate governmental
approvals and permits, and shall complete such alterations with due
diligence in compliance with plans and specifications approved by Landlord.
All such construction shall be performed in a manner which will not
interfere with the quiet enjoyment of other tenants of the Project. Tenant
shall pay all costs for such construction and shall keep the Premises and
the Project free and clear of all mechanics' liens which may result from
construction by Tenant.
15. RELEASE AND INDEMNITY. As material consideration to Landlord, Tenant agrees
that Landlord shall not be liable to Tenant for any damage to Tenant or
Tenant's property from any cause, and Tenant waives all claims against
Landlord for damage to persons or property arising for any reason, except
for damage resulting directly from Landlord's breach of its express
obligations under this Lease which Landlord has not cured within a
reasonable time after receipt of written notice of such breach from Tenant.
Tenant shall indemnify and hold Landlord harmless from all damages arising
out of any damage to any person or property occurring in, on or about the
Premises or Tenant's use of the Premises or Tenant's breach of any term of
this Lease.
16. INSURANCE. Tenant, at its cost, shall maintain public liability and
property damage Insurance and products liability insurance with a single
combined liability limit of $1,000,000, insuring against all liability of
Tenant and its representatives, employees, invitees, and agents arising out
of or in connection with Tenant's use or occupancy of the Premises. Public
liability Insurance, products liability Insurance and property damage
Insurance shall insure performance by Tenant of the indemnity provisions of
Section 15. Landlord shall be named as additional insured and the policy
shall contain cross-liability endorsements. On all its personal property,
at its cost, Tenant shall maintain a policy of standard fire and extended
coverage Insurance with vandalism and malicious mischief endorsements and
"all risk" coverage on all Tenant's improvements and alterations, including
without limitation, all items of Tenant responsibility described in Section
13 in or about the Premises, to the extent of at least 90% of their full
replacement value. The proceeds from any such policy shall be used by
Tenant for the replacement of personal property and the restoration of
Tenant's improvements or alterations. All insurance required to be provided
by Tenant under this Lease shall release Landlord from any claims for
damage to any person or the Premises and the Project, and to Tenant's
fixtures, personal property, improvements and alterations in or on the
Premises or the Project, caused by or resulting from risks insured against
under any insurance policy carried by Tenant in force at the time of such
damage. All insurance required to be provided by Tenant under this Lease:
(a) shall be issued by insurance companies authorized to do business in the
state in which the premises are located with a financial rating of at least
an A + XII status as rated in the most recent edition of Best's Insurance
Reports; (b) shall be issued as a primary policy; and (c) shall contain an
endorsement requiring at least 30 days prior written notice of cancellation
to Landlord and Landlord's lender, before cancellation or change in
coverage, scope or amount of any policy. Tenant shall deliver a certificate
or copy of such policy together with evidence of payment of all current
premiums to Landlord within 30 days of execution of this Lease. Tenant's
failure to provide evidence of such coverage to Landlord may, in Landlord's
sole discretion, constitute a default under this Lease.
17. DESTRUCTION. If during the term, the Premises or Project are more than 10%
destroyed from any cause, or rendered inaccessible or unusable from any
cause, Landlord may, in its sole discretion, terminate this Lease by
delivery of notice to Tenant within 30 days of such event without
compensation to Tenant. If in Landlord's estimation, the Premises cannot be
restored within 90 days following such destruction, the Landlord shall
notify Tenant and Tenant may terminate this Lease by delivery of notice to
Landlord within 30 days of receipt of Landlord's notice. If Landlord does
not terminate this Lease and if in Landlord's estimation the Premises can
be restored within 90 days, then Landlord shall commence to restore the
Premises in compliance with then existing laws and shall complete such
restoration with due diligence. In such event, this Lease shall remain in
full force and effect, but there shall be an abatement of rent between the
date of destruction and the date of completion of restoration, based on the
extent to which destruction interferes with Tenant's use of the Premises.
18. CONDEMNATION.
a. DEFINITIONS. The following definitions shall apply, (1) "Condemnation"
means (a) the exercise of any governmental power of eminent domain,
whether by legal proceedings or otherwise by condemnor and (b) the
voluntary sale or transfer by Landlord to any condemnor either under
threat of condemnation or while legal proceedings for condemnation
are proceeding; (2) "Date of Taking" means the date the condemnor has
right to possession of the property being condemned; (3) "Award" means
all compensation, sums or anything of value awarded, paid or received
on a total or partial condemnation; and (4) "Condemnor" means any
public or quasi-public authority, or private corporation or
individual, having power of condemnation.
b. OBLIGATIONS TO BE GOVERNED BY LEASE. If during the term of the Lease
there is any taking of all or any part of the Premises or the Project,
the rights and obligations of the parties shall be determined pursuant
to this Lease.
c. TOTAL OR PARTIAL TAKING. If the Premises are totally taken by
condemnation, this Lease shall terminate on the date of taking. If any
portion of the Premises is taken by condemnation, this Lease shall
remain in effect, except that Tenant can elect to terminate this Lease
if the remaining portion of the Premises is rendered unsuitable for
Tenant's continued use of Premises. If Tenant elects to terminate this
Lease, Tenant must exercise its right to terminate by giving notice to
Landlord within 30 days after the nature and extent of the taking have
been finally determined. If Tenant elects to terminate this Lease,
Tenant shall also notify Landlord of the date of termination, which
date shall not be earlier than 30
6
days nor later than 90 days after Tenant has notified Landlord of its
election to terminate, except that this Lease shall terminate on the
date of taking if the date of taking falls on a date before the date
of termination as designated by Tenant. If any portion of the Premises
is taken by condemnation and this Lease remains in full force and
effect, on the date of taking the rent shall be reduced by an amount
in the same ratio as the total number of square feet in the Premises
taken bears to the total number of square feet in the Premises
immediately before the date of taking.
19. ASSIGNMENT OR SUBLEASE. Tenant shall not assign or encumber its interest in
this Lease or the Premises or sublease all or any part of the Premises or
allow any other person or entity (except Tenant's authorized
representatives, employees invitees, or guests) to occupy or use all or any
part of the Premises without first obtaining Landlord's consent which
Landlord may withhold or condition in its sole discretion. Any assignment,
encumbrance or sublease without Landlord's written consent shall be
voidable and at Landlord's election, shall constitute a default. If Tenant
is a partnership, a withdrawal or change, voluntary, involuntary or by
operation of law of any partner, or the dissolution of the partnership,
shall be deemed a voluntary assignment. If Tenant consists of more than one
person, a purported assignment, voluntary or involuntary or by operation of
law from one person to the other shall be deemed a voluntary assignment. If
Tenant is a corporation, any dissolution, merger, consolidation or other
reorganization of Tenant, or sale or other transfer of a controlling
percentage of the capital stock of Tenant, or the sale of at least 25% of
the value of the assets of Tenant shall be deemed a voluntary assignment.
The phrase "controlling percentage" means ownership of and right to vote
stock possessing at least 25% of the total combined voting power of all
classes of Tenant's capital stock issued, outstanding and entitled to vote
for election of directors. This Section 19 shall not apply to corporations
the stock of which is traded through an exchange or over the counter. All
rent received by Tenant from its subtenants in excess of the rent payable
by Tenant to Landlord under this Lease shall be paid to Landlord, or any
sums to be paid by an assignee to Tenant in consideration of the assignment
of this Lease shall be paid to Landlord. If Tenant requests Landlord to
consent to a proposed assignment or subletting, Tenant shall pay to
Landlord, whether or not consent is ultimately given, $100 or Landlord's
reasonable attorney's fees incurred in connection with such request,
whichever is greater.
No interest of Tenant in this Lease shall be assignable by involuntary
assignment through operation of law (including without limitation the
transfer of this Lease by testacy or intestacy). Each of the following acts
shall be considered an involuntary assignment: (a) if Tenant is or becomes
bankrupt or insolvent, makes an assignment for the benefit of creditors, or
institutes proceedings under the Bankruptcy Act in which Tenant is the
bankrupt; or if Tenant is a partnership or consists of more than one person
or entity, if any partner of the partnership or other person or entity is
or becomes bankrupt or insolvent, or makes an assignment for the benefit of
creditors; or (b) if a writ of attachment or execution is levied on this
Lease; or (c) if in any proceeding or action to which Tenant is a party, a
receiver is appointed with authority to take possession of the Premises. An
involuntary assignment shall constitute a default by Tenant and Landlord
shall have the right to elect to terminate this Lease, in which case this
Lease shall not be treated as an asset of Tenant.
20. DEFAULT. The occurrence of any of the following shall constitute a default
by Tenant: (a) a failure to pay rent or other charge when due; (b)
abandonment and vacation of the Premises (failure to occupy and operate the
Premises for ten consecutive days shall be deemed an abandonment and
vacation); or (c) failure to perform any other provision of this Lease.
21. LANDLORD'S REMEDIES. Landlord shall have the following remedies if Tenant
is in default. (These remedies are not exclusive; they are cumulative and
in addition to any remedies now or later allowed by law): Landlord may
terminate Tenant's right to possession of the Premises at any time. No act
by Landlord other than giving notice to Tenant shall terminate this Lease.
Acts of maintenance, efforts to relet the Premises, or the appointment of a
receiver on Landlord's initiative to protect Landlord's interest under this
Lease shall not constitute a termination of Tenant's right to possession.
Upon termination of Tenant's right to possession, Landlord has the right to
recover from Tenant: (1) the worth of the unpaid rent that had been
earned at the time of termination of Tenant's right to possession; (2)
the worth of the amount of the unpaid rent that would have been earned
after the date of termination of Tenant's right to possession; (3) any
other amount, including but not limited to, expenses incurred to relet the
premises, court, attorney and collection costs, necessary to compensate
Landlord for all detriment caused by Tenant's default. "The Worth," as used
for Item 21(1) in this Paragraph 21 is to be computed by allowing interest
at the rate of 18 percent per annum. If the interest rate specified in this
Lease is higher than the rate permitted by law, the interest rate is hereby
decreased to the maximum legal interest rate permitted by law. The Worth as
used for Item 21(2) in this Paragraph 21 is to be computed by discounting
the amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of termination of Tenant's right of possession.
22. ENTRY ON PREMISES. Landlord and its authorized representatives shall have
the right to enter the Premises at all reasonable times for any of the
following purposes: (a) to determine whether the Premises are in good
condition and whether Tenant is complying with its obligations under this
Lease; (b) to do any necessary maintenance and to make any restoration to
the Premises or the Project that Landlord has the right or obligation to
perform; (c) to post "for sale" signs at any time during the term, to post
"for rent" or "for lease" signs during the last 90 days of the term, or
during any period while Tenant is in default; (d) to show the Premises to
prospective brokers, agents, buyers, tenants or persons interested in
leasing or purchasing the Premises, at any time during the term; or (e) to
repair, maintain or improve the Project and to erect scaffolding and
protective barricades around and about the Premises but not so as to
prevent entry to the Premises and to do any other act or thing necessary
for the safety or preservation of the Premises or the Project. Landlord
shall not be liable in any manner for any inconvenience, disturbance, loss
of business, nuisance or other damage arising out of Landlord's entry onto
the Premises as provided in this Section 22. Tenant shall not be entitled
to an abatement or reduction of rent if Landlord exercises any rights
reserved in this Section 22. Landlord shall conduct his activities on the
Premises as provided herein in a manner that will cause the least
inconvenience, annoyance or disturbance to Tenant. For each of these
purposes, Landlord shall at all times have and retain a key with which to
unlock all the doors in, upon and about the Premises, excluding Tenant's
vaults and safes. Tenant shall not alter any lock or install a new or
additional lock or bolt on any door of the Premises without prior written
consent of Landlord. If Landlord gives its consent, Tenant shall furnish
Landlord with a key for any such lock.
23. SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination and at the
election of Landlord or any mortgagee or any beneficiary of a Deed of Trust
with a lien on the Project or any ground lessor with respect to the
Project, this Lease shall be subject and subordinated at all times to (a)
all ground leases or underlying leases which may now exist or hereafter be
executed affecting the Project, and (b) the lien of any mortgage or deed of
trust which may now exist or hereafter be executed in any amount for which
the Project, ground leases or underlying leases or Landlord's interest or
estate in any of said items is specified as security. In the event that
any
7
ground lease or underlying lease terminates for any reason or any mortgage
or Deed of Trust is foreclosed or a conveyance in lieu of foreclosure is
made for any reason, Tenant shall notwithstanding any subordination, attorn
to and become the Tenant of the successor in interest to Landlord, at the
option of such successor in interest. Tenant covenants and agrees to
execute and deliver, upon demand by Landlord and in the form requested by
Landlord any additional documents evidencing the priority or subordination
of this Lease with respect to any such ground lease or underlying leases or
the lien of any such mortgage of Deed of Trust. Tenant hereby irrevocably
appoints Landlord as attorney-in-fact of Tenant to execute, deliver and
record any such document in the name and on behalf of Tenant.
Tenant, within ten days from notice from Landlord, shall execute and
deliver to Landlord, in recordable form, certificates stating that this
lease is not in default, is unmodified and in full force and effect, or in
full force and effect as modified, and stating the modifications. This
certificate should also state the amount of current monthly rent, the dates
to which rent has been paid in advance, and the amount of any security
deposit and prepaid rent. Failure to deliver this certificate to Landlord
within ten days shall be conclusive upon Tenant that this Lease is in full
force and effect and has not been modified except as may be represented by
Landlord.
24. NOTICE. Any notice, demand, request, consent, approval or communication
desired by either party or required to be given, shall be in writing and
served either personally or sent by prepaid certified first class mail,
addressed as set forth in Section 1. Either party may change its address by
notification to the other party. Notice shall be deemed to be communicated
48 hours from the time of mailing, or from the time of service as provided
in this Section 24.
25. WAIVER. No delay or omission in the exercise of any right or remedy by
Landlord shall impair such right or remedy or be construed as a waiver. No
act or conduct of Landlord, including without limitation, acceptance of the
keys to the Premises, shall constitute an acceptance of the surrender of
the Premises by Tenant before the expiration of the term. Only written
notice from Landlord to Tenant shall constitute acceptance of the surrender
of the Premises and accomplish termination of the Lease. Landlord's consent
to or approval of any act by Tenant requiring Landlord's consent or
approval shall not be deemed to waive or render unnecessary Landlord's
consent to or approval of any subsequent act by Tenant. Any waiver by
Landlord of any default must be in writing and shall not be a waiver of any
other default concerning the same or any other provision of the Lease.
26. SURRENDER OF PREMISES; HOLDING OVER. Upon expiration of the term, Tenant
shall surrender to Landlord the Premises and all Tenant improvements and
alterations in good condition, except for ordinary wear and tear and
alterations Tenant has the right or is obligated to remove under the
provisions of Section 14 herein. Tenant shall remove all personal property
including, without limitation, all wallpaper, panelling and other
decorative improvements or fixtures and shall perform all restoration made
necessary by the removal of any alterations or Tenant's personal property
before the expiration of the term, including for example, restoring all
wall surfaces to their condition prior to the commencement of this Lease.
Landlord can elect to retain or dispose of in any manner Tenant's personal
property not removed from the Premises by Tenant prior to the expiration of
the Term. Tenant waives all claims against Landlord for any damage to
Tenant resulting from Landlord's retention or disposition of Tenant's
personal property. Tenant shall be liable to Landlord for Landlord's cost
for storage, removal or disposal of Tenant's personal property.
If Tenant, with Landlord's consent, remains in possession of the Premises
after expiration or termination of the term, or after the date in any
notice given by Landlord to Tenant terminating this Lease, such possession
by Tenant shall be deemed to be a month-to-month tenancy terminable on
written 30-day notice at any time, by either party. All provisions of this
Lease, except those pertaining to term and rent, shall apply to the month-
to-month tenancy. Tenant shall pay monthly rent in an amount equal to 125%
of Rent for the last full calendar month during the regular term plus 100%
of said last month's estimate of Tenant's share of Expenses pursuant to
Section 4.c.3.
27. LIMITATION OF LIABILITY. In consideration of the benefits accruing
hereunder, Tenant agrees that, in the event of any actual or alleged
failure, breach or default of this Lease by Landlord, if Landlord is a
partnership:
a. The sole and exclusive remedy shall be against the partnership and
its partnership assets;
b. No partner of Landlord shall be sued or named as a party in any suit
or action;
c. No service of process shall be made against any partner of Landlord;
d. No partner of Landlord shall be required to answer or otherwise plead
to any service or process;
e. No judgment may be taken against any partner of Landlord;
f. Any judgment taken against any partner of Landlord shall be vacated
and set aside at any time without hearing;
g. No writ of execution will ever be levied against the assests of any
partner of Landlord;
h. These covenants and agreements are enforceable both by Landlord and
also by any partner of Landlord;
Tenant agrees that each of the foregoing provisions shall be applicable to
any covenant or agreement either expressly contained in this Lease or
imposed by statute or at common Law.
28. MISCELLANEOUS PROVISIONS.
a. TIME OF ESSENCE. Time is of the essence of each provision of this
Lease.
b. SUCCESSOR. This Lease shall be binding on and inure to the benefit of
the parties and their successors, except as provided in Section 19
herein.
c. LANDLORD'S CONSENT. Any consent required by Landlord under this Lease
must be granted in writing and may be withheld or conditioned by
Landlord in its sole and absolute discretion.
8
D. Commissions. Each party represents that it has not had dealings with
any real estate broker, finder or other person with respect to this Lease in any
manner, except for the broker identified in Section 1 who shall be compensated
by Landlord.
E. OTHER CHARGES. If Landlord becomes a party to any litigation
concerning this Lease, the Premises or the Project, by reason of any
act or omission of Tenant or Tenant's authorized representatives,
Tenant shall be liable to Landlord for reasonable attorney's fees and
court costs incurred by Landlord in the litigation. Should the court
render a decision which is thereafter appealed by any party thereto,
Tenant shall be liable to Landlord for reasonable attorneys' fees and
court costs incurred by Landlord in connection with such appeal.
If either party commences any litigation against the other party or
files an appeal of a decision arising out of or in connection with the
Lease, the prevailing party shall be entitled to recover from the
other party reasonable attorney's fees and costs of suit. If Landlord
employs a collection agency to recover delinquent charges, Tenant
agrees to pay all collection agency and attorneys' fees charged to
Landlord in addition to rent, late charges, interest and other sums
payable under this Lease. Tenant shall pay a charge of $75 to Landlord
for preparation of a demand for delinquent rent.
F. LANDLORD'S SUCCESSORS. In the event of a sale or conveyance by
Landlord of the Project, the same shall operate to release Landlord
from any liability under this Lease, and in such event Landlord's
successor in interest shall be solely responsible for all obligations
of Landlord under this Lease.
G. INTERPRETATION. This Lease shall be construed and interpreted in
accordance with the laws of the state in which the premises are
located. This Lease constitutes the entire agreement between the
parties with respect to the Premises and the Project, except for such
guarantees of modifications as may be executed in writing by the
parties from time to time. When required by the context of this Lease,
the singular shall include the plural, and the masculine shall include
the feminine and/or the neuter. "Party" shall mean Landlord or Tenant.
If more than one person or entity constitutes Landlord or Tenant, the
obligations imposed upon that party shall be joint and several. The
enforceability, Invalidity or Illegality of any provision shall not
render the other provisions unenforceable, invalid or illegal.
CK AIRPARK ASSOCIATES
LANDLORD: a California Limited Partnership
-------------------------------
BY: Connecticut General Life Insurance Company
on behalf of its Separate Account R
BY CIGNA INVESTMENTS, INC.
-----------------------------
XXXXXXX X. XXXXXXX
Managing Director
BY
-----------------------------
TENANT :
--------------------------------
BY /s/ Xxxxxx Xxxxxxxx
-------------------------------
Xxxxxx Xxxxxxxx
Senior Vice President of Administration
BY
-------------------------------
H. Landlord to allow Tenant to locate fenced 6'x8' compressor on the
exterior of the west end of building 3 at a location determined by
Landlord. Landlord has the right at any time during the lease term to
require Tenant to relocate said compressor.
9
[MAP APPEARS HERE]
--------------------------------------------------------------------------------
[LETTERHEAD OF IDS APPEARS HERE] CK AIRPARK ASSOCIATES
------------------------------------
THE XXXXXX COMPANY
0000 X. 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
EXHIBIT "B"
[MAP APPEARS HERE]
BUILDING 3
-------------------------------------------
2107 EAST MAGNOLIA
#2093 XXXXX CONTAINER "2107 VACANT
12,174 S.F. 12,174 S.F.
#2093a VACANT TOTAL 63,094 S.F.
19,373 S.F.
#2105 VACANT
14,530 S.F.
#2510A CORT FURNITURE (MONTH TO MONTH)
4843 S.F.
[FLOOR PLAN OF TOTAL PARKING APPEARS HERE]
WILL - XXXXX ARCHITECTS LTD
XXXX AIRPARK
SIGN CRITERIA
EXHIBIT C
This criteria is designed to establish and maintain guidelines consistent with
the signage policies of the landlord and the sign ordinances of the City of
Phoenix. Tenants, when applying for signs, are requested to conform with these
guidelines and conformance will be strictly enforced by Landlord.
GENERAL.
--------
1. Sign and permit costs are the responsibility of the Tenant.
2. All sign copy and layouts are subject to approval by the Landlord.
FORMAT.
-------
1. Tenant ID to be vinyl die cut letters.
2. Size of primary copy not to exceed 3" high and size of secondary copy not
to exceed 2" high. Total copy area not to exceed 000 xxxxxx xxxxxx. (Xxxxx
xxxx)
3. Letter style is to be HELVETICA MEDIUM, all upper case.
4. Copy color is White #3650 3M standard Scotchal color.
INSTALLATION.
-------------
All Tenant identification copy is to be displayed on the window area
directly beside the Tenant door, 3" from window mullion. It will be located
to provide uniformity throughout the park and as designated per individual
building window mullions.
PROCEDURE FOR SIGN APPLICATION AND APPROVAL.
--------------------------------------------
1. Print or type copy, as it will appear on the sign.
(Unless otherwise specified, HELVETICA MEDIUM copy style will be used.
2. Stylized monograms, logos, or specific layout requirements, whether
furnished by Tenant or designed by the sign company, must be submitted in
clear legible form in duplicate for approval by landlord before
installation.
RESTRICTIONS/VIOLATIONS/DAMAGE.
-------------------------------
1. No electric or audible signs are permitted.
2. No additional-form of advertising on the sign, building, windows, or grounds
is permitted.
3. Signs in violation will be brought into conformity at the expense of the
Tenant.
4. Upon removal of any sign, any damage to the building or property will be
repaired at the Tenant's expense.
The attached diagram is to scale and may be used to illustrate the desired
wording and placement of the sign.
Contact the individual below for the fabrication and installation of your sign.
[PICTURE OF WALL SIGN DIMENSIONS APPEARS HERE]
WALL SIGN SPECIFICATIONS
1. Tenants are permitted one metal framed black cabinet sign with a Lexan face.
2. The sign's dimensions shall be 24" high by a length in proporation to the
leased office frontage, as per landlord approval.
3. All lettering and/or logos shall be white on a black background. No other
--------
colors will be allowed.
----------------------
[DISPLAY OF WALL PLAN APPEARS HERE]
STANDARD TENANT IDENTIFICATION ON WINDOW
Exhibit "D"
Premises Condition
PROJECT: CK AIRPARK ASSOCIATES BLDG UNIT: 3/2093
------------------------------------------- ---------------
QUANTITY AND/OR SIZE
WEIGHT, LENGTH, ETC.
ITEM:
STANDARD IMPROVEMENTS ONLY
-------
STANDARD IMPROVEMENTS PLUS THOSE SHOWN BELOW
-------
-------
PARTITIONS:
CEILINGS:
DOORS:
FLOOR COVERING:
PLUMBING:
LIGHTS:
SWITCHES:
WALL ELECTRICAL OUTLETS:
TELEPHONE OUTLETS:
AIR CONDITIONING VENT FAN:
AIR CONDITIONING HOOK UP:
WATER HEATER:
PAINTING:
OTHER:
ITEM (1)
HAZERDOUS MATERIAL
------------------
Please list of any Hazerdous Material, their use and means of Disposal.
